Wealthfront Advisers LLC

Includes form instructions and options. Options shown in this text do not identify which boxes were selected.

GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an 
INITIAL OR
AMENDED response used to report details for affirmative responses to Items 11.C., 11.D.,
11.E., 11.F. or 11.G. of Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1)
11.C(2)
11.C(3)
11.C(4)
11.C(5)
11.D(1)
11.D(2)
11.D(3)
11.D(4)
11.D(5)
11.E(1)
11.E(2)
11.E(3)
11.E(4)
11.F.
11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File
with a completed Execution Page. 
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the
same event. If an event gives rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A.  The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your advisory affiliates
One or more of your advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name). 
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is
registered or applying for registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the
adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item
11.D(4), and only if that event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any
event listed in Item 11 that occurred more than ten years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the
circumstances: 
B.
If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to
the IARD or CRD for the event? If the answer is "Yes," no other information on this DRP must be provided.
 Yes
 No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1.  Regulatory Action initiated by:
SEC   
Other Federal   
State   
SRO
Foreign
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO) 
SECURITIES AND EXCHANGE COMMISSION

2.
Principal Sanction:
Civil and Administrative Penalt(ies) /Fine(s)
Other Sanctions: 
ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS PURSUANT TO SECTION 203(E) AND 203(K) OF THE INVESTMENT ADVISERS ACT OF 1940.
3.
Date Initiated (MM/DD/YYYY): 
05/11/2016
 Exact
 Explanation
If not exact, provide explanation:
4.
Docket/Case Number:
3-18949
5.
Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6.
Principal Product Type:
Other
Other Product Types: 
RETAIL SEPARATE ACCOUNTS MANAGED BY THE INVESTMENT ADVISER.
7.
Describe the allegations related to this regulatory action (your response must fit within the space provided):
THE SETTLEMENT ORDER FOUND THAT WEALTHFRONT ADVISERS IMPROPERLY RETWEETED CERTAIN CLIENTS' POSITIVE TWEETS FROM ITS CORPORATE
ACCOUNT AND HAD MADE COMPENSATION TO SOME BLOGGERS FOR CLIENT REFERRALS WITHOUT PROPER DISCLOSURES. ADDITIONALLY, THE
SETTLEMENT ORDER FOUND THAT WEALTHFRONT ADVISERS DID NOT HAVE PROPER DISCLOSURES IN ITS TAX-LOSS HARVESTING WHITEPAPER
CONCERNING MONITORING FOR ANY AND ALL WASH SALES THAT COULD OCCUR IN CLIENT ACCOUNTS. A WASH SALE PREVENTS THE TAX BENEFIT OF
HAVING SOLD THE ASSET TO REALIZE A LOSS. THUS, A WASH SALE CAN DIMINISH THE EFFECTIVENESS OF TAX-LOSS HARVESTING BY DEFERRING TO A
FUTURE YEAR A TAX LOSS THAT COULD HAVE BEEN USED TO OFFSET INCOME OR CAPITAL GAINS IN THE CURRENT YEAR. IN WEALTHFRONT'S TAX-LOSS
HARVESTING PROGRAM, WASH SALES COULD OCCUR, OR WERE PERMITTED, IN CERTAIN CIRCUMSTANCES RELATING TO THE MANAGEMENT OF A
CLIENT ACCOUNT SUCH AS REBALANCING A CLIENT PORTFOLIO OR CLIENT DIRECTED TRANSACTIONS. THE SEC ORDER NOTED THAT A SIGNIFICANT
PERCENTAGE OF CLIENT ACCOUNTS ENROLLED IN WEALTHFRONT ADVISERS' TAX-LOSS HARVESTING STRATEGY EXPERIENCED WASH SALES IN THE
PERIOD FROM OCTOBER 2012 TO MAY 2016 AND THAT WASH SALES REPRESENTED APPROXIMATELY 2.3% OF TAX LOSSES HARVESTED FOR CLIENTS IN
THE PERIOD FROM JANUARY 2014 TO DECEMBER 2016.
8.
Current Status?      
 Pending
 On Appeal
 Final
9.
If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Order
11. Resolution Date (MM/DD/YYYY):
12/21/2018
 Exact
 Explanation
If not exact, provide explanation:
12. Resolution Detail:
A.  Were any of the following Sanctions Ordered (check all appropriate items)?
 Monetary/Fine Amount: $ 250,000.00
 Revocation/Expulsion/Denial
 Disgorgement/Restitution
 Censure
 Cease and Desist/Injunction
 Bar
 Suspension
B.
Other Sanctions Ordered:
NONE
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal,
Financial Operations Principal, etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to
requalify/retrain, type of exam required and whether condition has been satisfied. If disposition resulted in a fine, penalty, restitution,
disgorgement or monetary compensation, provide total amount, portion levied against you or an advisory affiliate, date paid and if any portion
of penalty was waived: 
1. NOTICE TO ADVISORY CLIENTS. WITHIN THIRTY (30) DAYS OF ENTRY OF THE ORDER, WEALTHFRONT ADVISERS SHALL NOTIFY EACH OF ITS
CLIENTS OF THE ENTRY OF THE ORDER AND PROVIDE EACH WITH A COPY OF THE ENTIRE ORDER IN A FORM NOT UNACCEPTABLE TO THE STAFF.
2. CERTIFICATE OF COMPLIANCE. WEALTHFRONT SHALL CERTIFY, IN WRITING, COMPLIANCE WITH THE UNDERTAKING SET FORTH ABOVE. THE
CERTIFICATION SHALL IDENTIFY THE UNDERTAKING, PROVIDE WRITTEN EVIDENCE OF COMPLIANCE IN THE FORM OF A NARRATIVE, AND BE
SUPPORTED BY EXHIBITS SUFFICIENT TO DEMONSTRATE COMPLIANCE. THE COMMISSION STAFF MAY MAKE REASONABLE REQUESTS FOR
FURTHER EVIDENCE OF COMPLIANCE, AND RESPONDENT AGREES TO PROVIDE SUCH EVIDENCE. THE CERTIFICATION AND SUPPORTING MATERIAL

SHALL BE SUBMITTED TO JEREMY PENDREY, ASSISTANT REGIONAL DIRECTOR, ASSET MANAGEMENT UNIT, DIVISION OF ENFORCEMENT, WITH A
COPY TO THE OFFICE OF CHIEF COUNSEL OF THE ENFORCEMENT DIVISION, NO LATER THAN SIXTY (60) DAYS FROM THE DATE OF THE
COMPLETION OF THE UNDERTAKING.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response
must fit within the space provided).
PAID MONETARY FINE OF $250,000 ON JANUARY 2, 2019, AND EMAILED ALL CLIENTS A LINK TO THE SEC SETTLEMENT ORDER ON JANUARY 18, 2019.